exv10w15






Exhibit 10.15




EMPLOYMENT AGREEMENT




     This Agreement (the “Agreement”) is made and entered into on this 14th day of July, 2008 (the
“Effective Date”), between QUEST RESOURCE CORPORATION (the “Company), and Tom Lopus (“Employee”).



     1. Agreement to Employ; Duties.



          a. Agreement to Employ. Subject to Section 1.c. below, the Company hereby employs
Employee and Employee hereby accepts employment upon the terms and conditions hereinafter set
forth. Employee will serve as Executive Vice President, Quest Eastern.




          b. Duties. Employee agrees that so long as he is employed pursuant to this Agreement,
he will: (i) to the satisfaction of the Company, devote his best efforts and his entire business
time to further properly the interests of the Company; (ii) at all times be subject to the
direction and control of the Chief Operating Officer of the Company with respect to his activities
on behalf of the Company; (iii) comply with all rules, orders and regulations of the Company and
all statutes, regulations, interpretive rulings and other enactments to which the Company is
subject; (iv) truthfully and accurately maintain and preserve such records and make all reports as
the Company may require; and (v) fully account for all monies which he may from time to time have
custody over and deliver the same to the Company whenever and however directed to do so.




          c. Contingent on PetroEdge Resources (WV) LLC Closing. Notwithstanding anything herein
to the contrary, the effectiveness of this Agreement is contingent, in all respects, upon the
Company’s acquisition of PetroEdge Resources (WV) LLC. In the event that the Company’s acquisition
of PetroEdge Resources (WV) LLC is not consummated, this Agreement shall become null and void and
Employee shall have no rights hereunder.




     2. Compensation.



          a. Base Salary. For all services to be rendered by Employee, the Company shall pay
Employee a salary at the rate of Two Hundred Twenty-Five Thousand and No/100 Dollars ($225,000.00)
per year, in installments of equal frequency to the Company’s standard payroll practices. Salary
payments shall be subject to withholding and other applicable taxes (e.g., federal and
state withholding, FICA, earnings tax, etc).




          b. Incentive Bonus Compensation/Stock Options. Employee shall be entitled to
participate in an incentive bonus plan or program with a maximum potential amount of up to 73.5% of
Base Salary, as such plan or program is established annually by the Board of Directors (or the
Company’s Compensation Committee). Employee’s actual bonus level will be contingent




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upon the Company achieving predetermined financial results and the Board’s (and/or
Compensation Committee’s) approval, including approval of any components based on Company or
individual performance. Employee acknowledges that actual payouts under the plan may be more or
less than Employee’s target level based on the performance of the Company against plan criteria and
Employee’s performance against any individual objectives.




     c. Restricted Stock Grant. Employee shall be granted 45,000 restricted shares of the
Company pursuant to the terms of the 2005 Omnibus Stock Award Plan (including the terms of any
Award Agreement executed in connection with such Plan). The restricted shares will vest in
accordance with the following schedule, if employee is employed on such date:


July 14, 2009               15,000 Restricted Shares

July 14, 2010               15,000 Restricted Shares

July 14, 2011               15,000 Restricted Shares




     Term. Unless earlier terminated by either party as provided in Section 5 or 6 hereof,
this Agreement shall commence on July 14, 2008, and shall continue for a period of three (3)
year[s] thereafter until July 14, 2011 (the “Initial Term”). Upon the expiration of the Initial
Term, this Agreement shall automatically continue in effect for successive one (1) year terms (a
“Renewal Term”) unless terminated by either party by providing written Notice of Termination (as
provided in Section 7) not less than one hundred twenty (120) days prior to the end of the Initial
Term or any Renewal Term.



     3. Employee Benefits. Employee shall be entitled, during his employment hereunder, to
receive and participate in employee benefits available to executives of the Company as the Board of
Directors (or the Compensation Committee) of the Company determines, in its sole discretion, from
time to time; provided however, that Employee shall receive 160 hours paid time off (“PTO”) hours
per year commencing with his employment with the Company.



          Employee acknowledges that the benefits described above are subject to change in the
discretion of the Board of Directors (or the Compensation Committee) of the Company, and that
Employee is only entitled to participate in these benefits to the extent they are made available by
the Company to executives from time to time




     4. Termination of Employment by the Employee.



          a. Voluntary Resignation. Employee shall have the right to terminate his employment
at any time by providing no less than thirty (30) days prior written Notice of Termination to the
Company as specified in section 6 herein. Employee hereby agrees to assist in the training of his
replacement, if requested.




          b. With Good Reason. The Employee may terminate this Agreement with “Good Reason” as
provided in this Section 4(b). If Employee terminates with Good Reason, the Company shall:





     (1) Continue to pay Employee his Base Salary as required pursuant to Section
2(a) hereof as severance pay for the remaining period of the Initial Term, or



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as applicable, any subsequent Renewal Term (subject to a potential six month deferral
as described in the next sentence.) If (A) Employee is a “specified employee” under
Section 409A of the Internal Revenue Code (the “Code”) and the Company’s or Parent’s
I.R.C. § 409A Specified Employee Policy (a “Specified Employee”) and (B) the
aggregate amount of the severance payments provided for in the prior sentence that
will be made before the end of the second tax year following the Employee’s
termination of employment exceeds the limitation available to be paid on account of
an involuntary separation under Treasury Regulations § 1.409A-1(b)(9)(iii), then the
portion of such excess which otherwise would be paid during the first six months
following Employee’s termination of employment (assuming the entire excess amount
were spread ratably over the remainder of the Initial Term or Renewal Term, as the
case may be) (the “Excess Separation Payments”) shall not be paid and instead shall
be held in arrears (without any interest accrual) and paid in a lump sum by the
Company on the first day after six months following Employee’s termination of
employment. For the purpose of this entire agreement, a “termination of employment”
shall have the same meaning and be interpreted in the same manner as a “separation
from service” under section 409A(a)(2)(A)(i) of the Internal Revenue Code and
applicable Treasury Regulations issued thereunder.




     (2) Pay Employee his pro rata portion of any annual bonus or other compensation
to which he would have been entitled for the year during which the termination
occurred, such payment to be made at such time that bonuses are made for such year
(but in no event later than 2 1/2 months after the end of the later of Employee’s tax
year containing the date of Employee’s termination or the Company’s tax year for
which the annual bonus relates); and




     (3) Pay all of Employee’s COBRA health insurance premium payments (for the same
coverage that employee had in place prior to his termination) for the duration of
the COBRA continuation period, or if earlier, until Employee becomes eligible for
health insurance because of employment with a different employer.



     Employee shall only be paid such severance pay, pro rata bonuses and COBRA insurance premiums
if he (i) signs an agreement containing a release of claims against the Company, in a form
substantially similar to that included in Exhibit A, attached hereto and incorporated herein; and
(ii) does not own, manage, operate, join, contract with, or become employed by or connected in any
manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent
or otherwise), any business which is competitive to the business engaged in by the Company. For
purposes of this Agreement, a business shall be deemed to be competitive to the activities
conducted by the Company in the same geographical area in which the Company conducts its business
operations (or is actively pursuing business operations) at the time of Employee’s termination of
employment.



     For purposes of this Agreement, Good Reason means (i) the Company’s failure to pay Employee’s
salary or annual bonus in accordance with the terms of this Agreement (unless the payment is not
material and is being contested by the Company in good faith); (ii) the requirement of the Company
that Employee be based anywhere other than [Pittsburgh, Pennsylvania], which for



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this purpose includes any surrounding communities within a [30] miles radius of [Pittsburgh] and the
understanding that substantial travel will be required for Employee’s position; or (iii) a
substantial and adverse change in Employee’s duties or responsibilities; provided, however, that
(1) (A) that Employee must provide written notice within 90 days of the initial occurrence or event
that constitutes Good Reason and (B) any termination of employment for “Good Reason” must occur within the one-year
period beginning on the initial existence of the event or condition giving rise to the purported
good reason, (2) Employee shall give the Company thirty days prior written Notice of Termination,
as specified in Section 6, of the basis for claiming Good Reason exists and (3) the Company shall
have failed to cure such breach or nonperformance during the thirty day Notice period.




          c. Employee’s Disability. The Employee may terminate his employment hereunder if (A)
the Employee is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (B) the Employee is, by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Company; provided that the Employee shall have furnished the Company
with a written statement from a qualified doctor to such effect. The Employee shall receive from
the Company, (i) in a lump-sum payment due within thirty (30) days of the date the Company receives
a written statement from a qualified doctor that the Employee meets the definition of disability
set forth in the section, the sum equal to Two Hundred Twenty-Five Thousand Dollars 00/100
($225,000.00), and (ii) all compensation and benefits that accrued and vested as of the date such
written statement is received.




     5. Termination of Employment by the Company.



          a. Without Cause. The Company may terminate Employee’s employment under this
Agreement at any time without cause by giving Employee a Notice of Termination as provided under
Section 6 hereof. In such event either prior to, or more than two years after, a “change in
control,” as defined below, the Company shall:





     (1) Continue to pay Employee his Base Salary as required pursuant to Section
2(a) hereof as severance pay for the remaining period of the Initial Term, or as
applicable, any subsequent Renewal Term (subject to a potential six month deferral
as described in the next sentence.) If (A) Employee is a “specified employee” under
Section 409A of the Internal Revenue Code (the “Code”) and the Company’s or Parent’s
I.R.C. § 409A Specified Employee Policy (a “Specified Employee”) and (B) the
aggregate amount of the severance payments provided for in the prior sentence that
will be made before the end of the second tax year following the Employee’s
termination of employment exceeds the limitation available to be paid on account of
an involuntary separation under Treasury Regulations § 1.409A-1(b)(9)(iii), then the
portion of such excess which otherwise would be paid during the first six months
following Employee’s termination of employment (assuming the entire excess amount
were spread ratably over the remainder of the Initial Term or



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Renewal Term, as the
case may be) (the “Excess Separation Payments”) shall not be paid and instead shall
be held in arrears (without any interest accrual) and paid in a lump sum by the
Company on the first day after six months following Employee’s termination of
employment. For the purpose of this entire agreement, a “termination of employment”
shall have the same meaning and be interpreted in the same manner as a “separation
from service” under section 409A(a)(2)(A)(i) of the Internal Revenue Code and
applicable Treasury
Regulations issued thereunder.




     (2) Pay Employee his pro rata portion of any annual bonus or other compensation
to which he would have been entitled for the year during which the termination
occurred, such payment to be made at such time that bonuses are made for such year
(but in no event later than 2 1/2 months after the end of the later of Employee’s tax
year containing the date of Employee’s termination or the Company’s tax year for
which the annual bonus relates); and




     (3) Pay all of Employee’s COBRA health insurance premium payments (for the same
coverage that employee had in place prior to his termination) for the duration of
the COBRA continuation period, or if earlier, until Employee becomes eligible for
health insurance because of employment with a different employer.



     In the event that Employee’s employment is terminated without cause within two (2) years
following a “change in control” (as defined below), the Company shall:




     (1) pay to Employee in one lump sum within thirty (30) days following
Employee’s termination of employment severance pay equal to Employee’s remaining
Base Salary for the Initial Term or for any Renewal Term, as applicable. If (A)
Employee is a “specified employee” under Section 409A of the Internal Revenue Code
(the “Code”) and the Company’s or Parent’s I.R.C. § 409A Specified Employee Policy
(a “Specified Employee”) and (B) the aggregate amount of the severance payments
provided for in this paragraph exceeds the limitation available to be paid on
account of an involuntary separation under Treasury Regulations §
1.409A-1(b)(9)(iii), then the portion of such excess which otherwise would be paid
in a lump sum within thirty (30) days following Employee’s termination of employment
will instead be paid in a lump sum by the Company on the first day after six months
following Employee’s termination of employment. For the purpose of this entire
agreement, a “termination of employment” shall have the same meaning and be
interpreted in the same manner as a “separation from service” under section
409A(a)(2)(A)(i) of the Internal Revenue Code and applicable Treasury Regulations
issued thereunder.




     (2) Pay Employee his pro rata portion of any annual bonus or other compensation
to which he would have been entitled for the year during which the termination
occurred, such payment to be made at such time that bonuses are made for such year
(but in no event later than 2 1/2 months after the end of the later of Employee’s tax
year containing the date of Employee’s termination or the Company’s tax year for
which the annual bonus relates); and



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     (3) Pay all of Employee’s COBRA health insurance premium payments (for the same
coverage that employee had in place prior to his termination) for the duration of
the COBRA continuation period, or if earlier, until Employee becomes eligible for
health insurance because of employment with a different employer.



     Employee shall only be paid the severance pay, pro rata bonuses and COBRA insurance premiums
provided under this Section 5(a) if he (i) signs an agreement containing a release of claims
against the Company, in a form substantially similar to that included in Exhibit A, attached hereto
and incorporated herein; and (ii) does not own, manage, operate, join, contract with, or become
employed by or connected in any manner with (whether as principal, partner, shareholder, member,
director, officer, employee, agent or otherwise), any business which is competitive to the business
engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be
competitive to the activities conducted by the Company in the same geographical area in which the
Company conducts its business operations (or is actively pursuing business operations) at the time
of Employee’s termination of employment.



     For purposes of this section, a “Change in Control” shall be consistent with regulations
issued under Internal Revenue Code section 409A (the “409A regulations”) and shall mean the
occurrence of a “Change in the Ownership of the Company,” a “Change in Effective Control of the
Company”, or a “Change in the Ownership of a Substantial Portion of the Company’s Assets.” A
“Change in the Ownership of the Company” means the acquisition by any one person, or more than one
person acting as a group, of the outstanding and issued common stock (“Shares”) of the Company
that, together with Shares held by such person or group, constitutes more than 50 percent of the
total voting power of the Shares of the Company (however, if any one person, or more than one
person acting as a group, is considered to own more than 50 percent of the total voting power of
the Shares of the Company, the acquisition of additional Shares by the same person or group shall
not constitute a Change in the Ownership of the Company). A “Change in Effective Control of the
Company” shall occur if either (i) any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of Shares of the Company possessing 30 percent or
more of the total voting power of the Shares of the Company (however, if a person, or more than one
person acting as a group owns 30% of the total fair market value or total voting power of the
Shares of the Company, the acquisition of additional Shares by such person or group shall not
constitute a Change in Effective Control of the Company; or (ii) a majority of members of the
Company’s board of directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Company’s board of directors prior
to the date of the appointment or election. A “Change in the Ownership of a Substantial Portion of
the Company’s Assets” occurs when any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a total gross fair market
value (“gross fair market value” means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities associated with such assets)
equal to or more than 40 percent of the total gross fair market value of all of the assets of the
Company immediately prior to such acquisition or acquisitions. For purposes of this section, the
term



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“acting as a group” shall have the same meaning as defined in the 409A regulations.




          b. With Cause The Company may terminate Employee’s employment under this Agreement at
any time for cause effective immediately upon Notice of Termination. In the event the Company
terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for
the period to the date of his termination. Employee shall not be entitled to receive Severance Pay
from the Company if his employment is terminated for cause. For purposes of this Agreement,
“cause” shall be defined to include, but not be limited to, the following: (i) any act or omission
by Employee that constitutes gross negligence or willful misconduct; (ii) theft, dishonest acts or
breach of
fiduciary duty that materially enrich the Employee or materially damage the Company or conviction
of a felony, (iii) any conflict of interest, except those consented to in writing by the Company;
(iv) any material failure by Employee to observe Company work rules, policies or procedures; (v)
failure or refusal by Employee to perform his duties and responsibilities required hereunder, or to
carry out reasonable instruction, to the satisfaction of the Company; (vi) any conduct that is
materially detrimental to the operations, financial condition or reputation of the Company; or
(vii) any material breach of this Agreement by Employee; provided, however, the occurrence of those
events set forth in clauses (i), (iv), (v) or (vii), shall be deemed “Good Cause” to the extent and
only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days
following Company’s reasonably detailed written notice to Employee of such breach or
nonperformance; provided further, however, that a repeated breach after notice and cure of any
provision of clauses (i), (iv), (v) or (vii) involving the same or substantially similar actions or
conduct, shall be grounds for termination for “Good Cause” without any additional notice from the
Company.




          c. Employee’s Disability. If, as a result of incapacity due to physical or mental
illness or injury, the Employee shall fail to render services of the character contemplated by this
Agreement for three (3) consecutive months or for an aggregate period of one hundred and eighty
(180) calendar days during any twelve (12) month period, then thirty (30) days after receiving
written notice (which notice may occur before or after the end of such three (3) or twelve (12)
month period, but which shall not be effective earlier than the last day of such three (3) or
twelve (12) month period), the Company may terminate the Employee’s employment hereunder provided
the Employee is unable to resume his full-time duties as contemplated by this Agreement at the
conclusion of such notice period. In the event this Agreement is terminated by the Company as a
result of the Employee’s disability, and a qualified doctor provides a written statement that (A)
the Employee is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (B) the Employee is, by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months (i) the
Employee shall receive from the Company, in a lump-sum payment due within thirty (30) days of the
effective date of termination, the sum equal to Two Hundred Twenty-Five Thousand Dollars 00/100
($225,000.00), and (ii) all compensation and benefits that accrued and vested as of the date of
termination. In the event that the Employee’s employment is terminated under this Section 5(c) but
the qualified doctor determines that the definition of disability provided in this section is not
met, such termination of employment will be deemed a termination without cause as provided in
Section 5(a).



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     6. Notice of Termination. Any termination of Employee’s employment by the Company
pursuant to Section 6 or by Employee pursuant to Section 5 shall be communicated by written Notice
of Termination to the other party hereto. Said Notice shall be deemed to have been duly given when
delivered personally or by overnight delivery, sent via facsimile, or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:



          If to the Company:



Quest Resource Corporation

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

Attention: Jerry Cash (or then current Chief Executive Officer)

     Facsimile: (405) 600.7756




          If to the Employee:



Thomas A. Lopus

110 Searight Drive

Baden, PA 15005

Email tlopus@zoominternet.net



or at such other address as either party may designate in writing to the other.




     7. Company Property. Upon termination of this Agreement for any reason whatsoever,
Employee shall immediately deliver to the Company any and all Company property, including, without
limitation, all Confidential Information, as such Confidential Information is defined in Section
15. From and after termination of this Agreement, Employee shall not represent that he has any
further authority to act as a representative of the Company, in any capacity.



     8. Intellectual Property. Any interest in patents, patent applications, inventions,
copyrights, developments and processes (“Inventions”) which Employee now or hereafter during the
period Employee is employed by the Company may own or develop relating to the fields in which the
Company may then be engaged shall belong to the Company; and forthwith upon request of the Company,
Employee shall execute all assignments and other documents and take all such other action as the
Company may reasonably request in order to vest in the Company all his right, title and interest in
and to the Inventions free and clear of all liens, charges and encumbrances.



     9. No Conflicts. Employee represents and warrants to the Company that neither the
execution nor delivery of this Agreement, nor the performance of Employee’s obligations hereunder,
will conflict with, or result in a breach of, any term, condition, or provision of, or constitute a
default under, any obligation, contract, agreement, covenant or instrument to which Employee is a
party or under which the Employee is bound, including, without limitation, the breach by Employee
of a fiduciary duty to any former employers.



     10. Personnel Policies. The general personnel policies of the Company (as said
policies may exist from time to time) will apply to Employee with the same force and effect as to
any other



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employee of the Company, except to the extent such general personnel policies are
inconsistent with the terms and provisions of this Agreement, in which event the terms and
provisions of this Agreement shall control.




     11. Compensation Review. The Company will conduct periodic reviews of Employee and
his performance no less frequently than annually. While the Company currently anticipates that
during such reviews, it may consider possible increases to Base Salary, both Employee and the
Company hereby agree that the Company shall have no obligation to alter or adjust any compensation
or benefits due to Employee pursuant to the terms of this Agreement.



     12. Expense Reimbursement. Employee shall be reimbursed by the Company for the
reasonable and necessary business expenses incurred by Employee in the discharge of his
duties, subject to the Company’s standard policies and procedures related to expense reimbursement
and approval thereof.



     13. Conflict of Interest. Employee shall devote his full time and attention to the
business of the Company and the diligent discharge of the duties assigned to Employee throughout
the term of this Agreement. Unless consented to by the Company, Employee will not, directly or
indirectly, have any business interests or investments (whether as principal, partner, shareholder,
director, officer, employee, agent or otherwise) that: (i) are other than passive investments
which do not require Employee’s direct personal time, attention, or services; or (ii) create any
conflict of interest with the Company or with Employee’s employment by the Company. For purposes
of the foregoing, a conflict of interest shall include, but not be limited to, any direct or
indirect interest in any business or enterprise that is competitive with the Company or any
corporation or business enterprise directly or indirectly controlling, controlled by or under
common control with the Company.



     Notwithstanding the foregoing, during the period Employee is employed by the Company, Employee
may own up to 1% of the outstanding equity securities of stock in any corporation which is listed
upon a national stock exchange or traded in the over-the-counter market.



     14. Confidentiality; Restrictive Covenants. Employee acknowledges that his employment
with the Company will afford Employee an opportunity to identify the Company’s business strategies
and know-how, enable him to establish favorable relations with the Company’s customers, business
prospects and suppliers and provide him with access to other confidential, trade secret or
proprietary information of the Company (collectively, the “Confidential Information”) including,
without limitation, business and marketing plans, customer files and lists, business prospects,
sales techniques, billing files, software, source code, financial information, reports, summaries,
spreadsheets, evaluations, drawings, specifications, seismic data, reserve reports, prospect
analyses, geological and geophysical data, maps, models, interpretations, and other confidential or
proprietary information of the Company whether in written, graphic, electronic or any other format.
Employee further acknowledges that the Company will expend considerable amounts of time, money and
other assets in the development of this Confidential Information which is essential to its
business, and Employee acknowledges that his employment by the Company is conditioned on his
promise not to use any Confidential Information or to divulge any Confidential Information to any
person or entity not employed by the Company without the Company’s prior



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written approval.
Employee, therefore, agrees not to use, disclose or in any manner reveal to any person, firm,
company, corporation or other entity any of the Confidential Information conveyed to him or in
connection with his employment by the Company prior or subsequent to this Agreement other than for
Employee to carry out his duties under this Agreement. Anything herein to the contrary
notwithstanding, this Agreement shall be inoperative as to such portions of the Confidential
Information which (i) are or become generally available to the public other than as a result of a
disclosure by Employee; (ii) become available to Employee on a nonconfidential basis from a source,
other than the Company or its representatives, which has represented to Employee (and which
Employee has no reason to disbelieve after due inquiry) that such source is entitled to disclose
it, or (iii) were known to Employee on a nonconfidential basis prior to disclosure to Employee by
the Company or its representatives.




     Employee further agrees that while he remains in the employ of the Company and for a period of
twelve (12) months following termination of such employment by Employee or by the Company for
cause, Employee will not directly or indirectly (whether through any person, firm, company,
corporation or other entity, other than the Company), do any of the following anywhere within the
geographical area in which the Company does business:




     a. For his own account, for any person, firm, company, corporation or other entity,
other than the Company, or for any other reason, solicit business or cause agents of any
person, firm, company, corporation or other entity to solicit business of a type similar to
that solicited by the Company from or for any person, firm, company, corporation or other
entity who was, at the effective date of the termination of his employment with the Company,
or within a one (1) year period prior to such termination, a customer of the Company, as
disclosed by the Company’s books and records, or solicit business from any prospective
customer of the Company with whom the Company has had contact within the one (1) year period
prior to such termination as disclosed by the Company’s books and records;




     b. In any way, directly or indirectly, whether personally or through agents, other
persons or otherwise, divert or take away or attempt to divert or take away any of such
customers or prospective customers or any of the Company’s suppliers or business prospects,
or otherwise interfere with or attempt to interfere with the Company’s relations with any of
such customers, prospective customers, business prospects or suppliers; or




     c. In any other way, whether personally or through agents, other persons or otherwise,
induce or attempt to induce any director, employee or agent of the Company to terminate his
employment with the Company.



     15. Severability of Restrictive Covenants. It is understood and agreed that the
restrictions imposed by the provisions of the foregoing Section 15 and each subsection thereof are
separate and severable, and it is the intent of the parties hereto that in the event the
restrictions imposed by said Section or any subsection should be determined by any court of
competent jurisdiction to be void for any reason whatsoever, the remaining provisions of this
Agreement and the restrictions imposed by the remainder of said Section or subsection shall remain
valid and binding upon the parties. It is also agreed and understood that in the event any
restriction contained



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in Section 15 should be considered by any court of competent jurisdiction to
be unenforceable because unreasonable either in length of time or area to which said restriction
applies, it is the intent of both parties hereto that said court reduce and reform the provisions
thereof so as to apply to limits considered enforceable by said court.




     16. Equitable Remedies. Recognizing that irreparable damage will result to the
Company in the event of breach of any of the foregoing covenants and assurances of Section 15 by
Employee, the Company shall be entitled to an injunction to be issued by any court of competent
jurisdiction enjoining and restraining Employee and each and every person, firm, company,
corporation or other entity acting in concert or participating with Employee from the continuation
of such breach, and in addition thereto, Employee shall pay to the Company all ascertainable
damages, including costs and reasonable attorneys’ fees and expenses, sustained by the Company by
reason of the breach of said covenants and assurances.



     17. Survival of Representations. The covenants, agreements, representations and
warranties contained in or made by Employee pursuant to this Agreement shall survive Employee’s
termination of employment, irrespective of any investigation made by or on behalf of any party.



     18. Waiver. Failure of either party to demand strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or
condition, nor shall any waiver or relinquishment by either party of any right or power hereunder
at any one time or more times be deemed a waiver or relinquishment of such right or power at any
other time or times.



     19. Severability. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.



     20. Governing Law; Binding Effect. This Agreement shall be governed by and construed
in accordance with the laws of the State of Pennsylvania and shall be binding upon the parties
hereto, their heirs, executors, administrators, successors and assigns.



     21. Entire and Final Agreement. This Agreement shall supersede any and all agreements
of employment, oral or written (including correspondence, memoranda, term sheets, etc.), heretofore
existing and contains the entire agreement of the parties with respect to the subject matter
hereof. This Agreement may not be modified orally, but only by an agreement in writing, signed by
the party against whom the enforcement of any waiver, change, modification, extension or discharge
is sought.



     22. Assignment. Neither this Agreement nor any of the rights, obligations or
interests arising hereunder may be assigned by Employee without the prior written consent of the
Company. Neither this Agreement nor any of the rights, obligations or interests arising hereunder
may be assigned by the Company, without the prior written consent of the Employee, to a person
other than: (1) an affiliate of the Company; or (2) any party with which the Company merges or
consolidates, or to whomever the Company may sell all or substantially of its assets; provided,
however, that any such affiliate or successor shall expressly assume all of the Company’s
obligations and liabilities to



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Employee under this Agreement.




     23. Section Headings. The section headings contained in this Agreement are inserted
for purposes of convenience only and shall not affect the meaning or interpretation of this
Agreement.



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     24. Signature Blocks.



          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf and
Employee has hereunto set his hand the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	“Employee”	 	 	 	“Company”	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	QUEST RESOURCE CORPORATION	 	 
	 	 	 	 	 	 	 	 	 	 	 
	/s/ Thomas A. Lopus 

	 	 	 	By:	 	/s/ Jerry D. Cash	 	 
	 	 	 	 	 	 	 	 	 
	Thomas A. Lopus	 	 	 	 	 	Jerry D. Cash	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Executive Officer	 	 







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EXHIBIT A




RELEASE AGREEMENT




     THIS RELEASE AGREEMENT (“Release”) is entered into effective the date signed below, by and
between                      (“Employee”) and QUEST RESOURCE CORPORATION (“Company”).



     WHEREAS, the Company has determined that Employee’s employment with the Company should end
effective                                          (“Termination Date”); and



     WHEREAS, the Company and Employee desire to fully and finally resolve all issues which might
relate to Employee’s employment with the Company.



     NOW THEREFORE, in consideration of the mutual promises set forth below, it is hereby agreed by
and between Employee and Company as follows:




	 	A.	 	Payment to Employee. The Company agrees to pay Employee the sum of $                     (the
“Payment”) as severance pay, less all applicable withholdings for state, federal and FICA
taxes. The Payment shall be paid in [insert number of installments] equal
installments of $                     on each regular payroll date of the Company. Such installments
shall commence on the first payroll date that follows the expiration of the seven-day
revocation period set forth in Section F below.
	 
	 	B.	 	Employee’s Release of Liability. Employee agrees to the following general release:
	 
	 	 	 	(a) Employee hereby releases, acquits and forever discharges the Company, its subsidiaries,
divisions, affiliates, agents, independent contractors, shareholders, employees, directors,
and officers, and all of its predecessors and successors (collectively referred to in this
Release as “Released Parties”) of and from any and all causes of action, suits, proceedings,
claims, demands, rights, obligations, losses, injury, costs, expenses, compensation and all
other damages and liabilities of any kind or nature whatsoever, whether known or unknown,
suspected or unsuspected, asserted or assertable (collectively “Claims”) which Employee now
owns or holds, or at any time has owned or held, against the Released Parties arising out of
or related to contract (express and/or implied), tort, payment of wages, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and
1871, the Age Discrimination in Employment Act, as amended, the Family Medical Leave Act,
the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the
Americans With Disabilities Act of 1991, the Equal Pay Act of 1963, the Rehabilitation Act
of 1973, and/or any other federal, state or local statute, law, ordinance, order or
principle of 




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	 	 	 	common law, or any Claim in relation to Employee’s ownership or sale of Company
stock or participation in any compensation or
stock plan or any Claim relating to any other law, common or statutory, resulting from any
act or omission committed or omitted prior to the date this Release is signed, and
specifically including Claims arising out of or in consequence of the employment
relationship between Employee and Company, or the termination thereof.
	 
	 	 	 	(b) Employee hereby represents, warrants and agrees that Employee has not initiated, nor
will he initiate, any legal proceedings, charges, complaints or other actions in any court
or administrative agency regarding the Claims released herein and that none of the Claims
has been assigned, encumbered or otherwise transferred. Employee further waives any right
he may have to any benefit or other relief the Equal Employment Opportunity Commission, or
similar state or local agency, might seek on his behalf, and he agrees to direct such agency
to withdraw or dismiss any such action.
	 
	 	C.	 	Confidentiality of this Release. Employee agrees to keep the terms, amount and fact of this
Release confidential. Employee will not disclose any information concerning this Release to
anyone other than his immediate family, tax advisor and attorney, each of whom will be informed
and bound by this confidentiality provision. Employee acknowledges that revealing any
information regarding the terms of his separation from employment or discussing the terms of
this Release may cause the Company injury and damage and will constitute a breach of his
obligations under the Release and will cause a forfeiture of his rights hereunder.
	 
	 	D.	 	Employee Agreement. The parties acknowledge that Employee’s obligations in Sections 15
through 17 of the Employment Agreement entered into between Company and Employee dated July 14,
2008 (the “Employment Agreement”) remain in full force and effect. This Release and Sections 15
through 17 of the Employment Agreement constitute the entire agreement between Employee and the
Company. This Release may not be modified orally, but only by an agreement in writing, signed
by the party against whom the enforcement of any waiver, change, modification, extension or
discharge is sought.
	 
	 	E.	 	Time to Review. Employee acknowledges that he has been given the opportunity to consider and
review this Release with counsel of his choice for a reasonable period of time, up to twenty-one
(21) days, and that he understands his respective rights and obligations pursuant to this
Release. Employee further declares he enters into this Release freely, voluntarily and without
any pressure or coercion from any person or entity, including, but not limited to, the Company
or any of its representatives.
	 
	 	F.	 	Time to Revoke. Employee understands that he has the right to revoke this Release within a
period of seven (7) days following his signing this Release and that this Release shall not
become effective or enforceable, nor shall he receive the Payment, until the seven-day
revocation period has ended.
	 
	 	G.	 	Governing Law; Binding Effect. This Release is made and entered into in the State of
Oklahoma and shall be interpreted, enforced and governed by the laws of the State of 




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	 	 	 	Oklahoma, and shall be binding upon the parties hereto, their heirs, executors, administrators, successors
and assigns.
	 
	 	H.	 	Non-Admission of Liability. Employee understands and agrees that the Company denies
that he has cognizable claims against it. He further understands and agrees that neither this
Release nor any action taken hereunder is to be construed as an admission by the Company of
violation of any local, state, federal or common law. In fact, the Employee understands that
the Company expressly denies any such violation.
	 
	 	I.	 	Severability. The invalidity or unenforceability of any provision or provisions of this
Release shall not affect the validity or enforceability of any other provision of this Release,
which shall remain in full force and effect.





     IN WITNESS WHEREOF, the Company has caused this Release to be executed on its behalf to be
effective the date signed below.



	 	 	 	 	 
	 	QUEST RESOURCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE TERMS OF THIS RELEASE, INCLUDING THE RELEASE OF
CLAIMS HEREIN, AND HAVE HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING
THIS RELEASE TO THE EXTENT I DEEMED SUCH CONSULTATION NECESSARY AND I VOLUNTARILY ACCEPT AND AGREE
TO THE TERMS OF THIS RELEASE, INCLUDING THE RELEASE OF CLAIMS HEREIN.




	 	 	 	 	 
	 	EMPLOYEE

 	 
	Dated:                                  	 	 
	 	 	 



	 	 	 	 	 	 	 
	 

	 	Current Address:
	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Current Telephone No.	 	 	 	 
	 

	 	 	 	 	 	 






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